-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcxwR7gMJa8vEdak/rVDDZ/ruUatyHweuRSqWepNLIUXZafotNTaE8aYd/VtWP2e Xo/OYCSJFBxFfFpXKW9coQ== 0000899652-97-000209.txt : 19971127 0000899652-97-000209.hdr.sgml : 19971127 ACCESSION NUMBER: 0000899652-97-000209 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971126 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-9C-3 SEC ACT: SEC FILE NUMBER: 074-00007 FILM NUMBER: 97728672 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U-9C-3 1 3RD QUARTER U-9C-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 September 30, 1997 CINERGY CORP. 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 *Inquiries concerning this Form U-9C-3 should be directed to: Teresa A. Zauss Cinergy Corp. 1000 East Main Street Plainfield, Indiana 46168 (317) 838-1115 TABLE OF CONTENTS Item Page Number Number 1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 2 Issuances and Renewals of Securities and Capital Contributions. . . . . . . . . . . . . . . . . . . . . . . 3 Associate Transactions Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies. . . . . . . . . . Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies . . . . . . . 4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 6a Financial Statements . . . . . . . . . . . . . . . . . . . . 6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1. ORGANIZATION CHART Energy or Percentage of Gas-Related Date of State of Voting Name of Reporting Company Company Organization Organization Securities Held (Indentation indicates subsidiary relationship) Cinergy Corp. (Cinergy) Cinergy Investments, Inc. (Investments) Cinergy Cooling Corp. (CoolCo) (1) Energy-Related 02/27/1996 Ohio 100% Cinergy Capital & Trading, Inc. (Capital & Trading) (2) Energy-Related 10/08/1992 Indiana 100% Cinergy Resources, Inc. (Cinergy Resources) (3) Energy-Related 01/07/1994 Delaware 100% Cinergy Engineering, Inc. (Engineering) (4) Energy-Related 03/28/1997 Ohio 100% Enertech Associates, Inc. (Enertech)* (5) Energy-Related 10/21/1992 Ohio 100% Cinergy Solutions, Inc. (Solutions) Trigen-Cinergy Solutions LLC (6) Energy-Related 02/18/1997 Delaware 50% Trigen-Cinergy Solutions of Illinois L.L.C. (7) Energy-Related 04/17/1997 Delaware 49% Trigen-Cinergy Solutions of Cincinnati LLC (new) (8) Energy-Related 08/29/1997 Ohio 51% Cinergy-Cadence, Inc. (Cinergy-Cadence) (9) Energy-Related 12/27/1989 Indiana 100% Cadence Network LLC (Cadence) (new) (10) Energy-Related 09/03/1997 Delaware 33.3% * Inactive
ITEM 1. ORGANIZATION CHART, Contd. Nature of Name of Reporting Company Business (Indentation indicates subsidiary relationship) Cinergy Corp. (Cinergy) Cinergy Investments, Inc. (Investments) Cinergy Cooling Corp. (CoolCo) (1) Chilled Water Cinergy Capital & Trading, Inc. (Capital & Trading) (2) Marketing and Trading Energy Commodities Cinergy Resources, Inc. (Cinergy Resources) (3) Marketing and Trading Energy Commodities Cinergy Engineering, Inc. (Engineering) (4) Engineering and Other Technical Services Enertech Associates, Inc. (Enertech)* (5) Utility Management Consulting Services Cinergy Solutions, Inc. (Solutions) Trigen-Cinergy Solutions LLC (6) Development of Qualifying Facilities Trigen-Cinergy Solutions of Illinois L.L.C. (7) Development of Qualifying Facilities Trigen-Cinergy Solutions of Cincinnati LLC (new) (8) Chilled Water Cinergy-Cadence, Inc. (Cinergy-Cadence) (9) Holds Investments Ownership Interest in Cadence Cadence Network LLC (Cadence) (new) (10) Energy Management Services and Consulting Services * Inactive
ITEM 1. ORGANIZATION CHART (Continued) (1) Effective August 29, 1997, CoolCo was merged with and into Trigen-Cinergy Solutions of Cincinnati LLC, with said LLC being the surviving company. The surviving company is jointly owned by Cinergy Solutions, Inc. (51%) and an affiliate of Trigen Energy Corporation (49%). (2) During the third quarter of 1997, Capital & Trading marketed and traded primarily natural gas and other energy commodities as well as derivative commodity instruments on a nationwide basis. (3) During the third quarter of 1997, Cinergy Resources continued in its business of retail marketing of natural gas on a non-regulated basis to industrial and large commercial customers, primarily in the states of Ohio, Kentucky, and Indiana. New offices have been established in Cleveland, Ohio and Pittsburgh, Pennsylvania. In connection with its retail gas marketing business, Cinergy Resources acquires gas supplies and related transportation capacity to support such sales. (4) During the third quarter of 1997, Engineering provided engineering designs and engineering technical support in connection with various projects or proposals related to, among other things, electric substations and distribution facilities. (5) See Note 12(d) of the "Notes to Financial Statements" in Cinergy's 1996 Form 10-K for a discussion of certain litigation involving Enertech. (6) During the third quarter of 1997, Trigen-Cinergy Solutions LLC investigated opportunities throughout the United States for providing self-generation, cogeneration, tri-generation, and similar energy asset type projects. (7) During the third quarter of 1997, Trigen-Cinergy Solutions of Illinois L.L.C. investigated opportunities in Illinois for providing self- generation, cogeneration, tri-generation, and similar energy asset type projects. (8) Trigen-Cinergy Solutions of Cincinnati LLC was formed during the third quarter of 1997 and assumed the district cooling business in downtown Cincinnati of CoolCo (see above) and is engaged in that business. (9) Cinergy-Cadence, formerly PSI Power Resource Operations, Inc., is dedicated solely to holding Investments' one-third ownership interest in Cadence and acquired that interest in the third quarter of 1997. (10) Cadence was formed during the third quarter of 1997 as a joint venture with New Century Energies, Inc. and Florida Progress Corporation to provide a single source for both energy management services and products designed to lower energy costs for national customers that operate in multiple locations across the country. Cadence commenced initial operations in the third quarter of 1997.
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Associate Company Energy-Related Company Type of Net Change in Advancing Funds_ Receiving Funds___ Transaction Borrowings/Contributions (in thousands) Investments Enertech Open account advance $ 577 Investments CoolCo Merger with and into Trigen-Cinergy Solutions of Cincinnati LLC (12,127)* Investments Engineering Open account advance (5) Investments Cinergy Resources Open account advance 404 Investments Capital & Trading Open account advance 3,888 Investments Cinergy-Cadence Open account advance 2,650 Cinergy-Cadence Cadence Capital contribution 2,650 Solutions Trigen-Cinergy Solutions LLC Open account advance 434 Solutions Trigen-Cinergy Solutions of Cincinnati LLC Capital contribution * *- Due diligence work has not yet been completed with respect to a potential post-closing adjustment to the purchase price paid by Trigen Energy Corporation for its affiliate's 49% interest in Trigen-Cinergy Solutions of Cincinnati LLC. Final accounting entries cannot be made until that due diligence work has been completed. The parties have committed to complete the due diligence process by the end of November 1997. In any event, Solutions sold 49% of its interest in the assets, liabilities, and equity to Trigen Energy Corporation's affiliate and all of the assets, liabilities, and equity of CoolCo as of August 29, 1997, were merged with and into Trigen-Cinergy Solutions of Cincinnati LLC.
ITEM 3. ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies Reporting Company Associate Utility Company Types of Direct Indirect Total Rendering Receiving Services Costs Costs Cost of Amount Services Services Rendered Charged Charged Capital Billed NONE
ITEM 3. ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies Associate Utility Reporting Company Types of Direct Indirect Total Company Rendering Receiving Services Costs Costs Cost of Amount Services Services Rendered Charged Charged Capital Billed NONE
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT September 30, 1997 (in thousands) Investments in Energy-Related Companies: Total consolidated capitalization of Cinergy as of September 30, 1997 $6,051,159 Total capitalization multiplied by 15% 907,674 Greater of $50 million or total capitalization multiplied by 15% 907,674 Total current aggregate investment subsequent to March 24, 1997 (categorized by major line of energy- related business): Energy-related business category "i" (1) 18,650 Energy-related business category "v" (2) 32,671 Energy-related business category "vi" (3) * Energy-related business category "vii" (4) 1,330 Energy-related business category "viii" (5) 869 Total current aggregate investment 53,520 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system $854,154 (1) Rule 58 defines category "i" as the rendering of energy management services and demand-side management services. (2) Rule 58 defines category "v" as the brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas and other combustible fuels. (3) Rule 58 defines category "vi" as the production, conversion, sale and distribution of thermal energy products, such as process steam, heat, hot water, chilled water, air conditioning, compressed air and similar products; alternative fuels; and renewable energy resources; and the servicing of thermal energy facilities. (4) Rule 58 defines category "vii" as the sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel procurement, delivery and management; and environmental licensing, testing and remediation. (5) Rule 58 defines category "viii" as the development, ownership or operation of "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"), and any integrated thermal, steam host, or other necessary facility constructed, developed or acquired primarily to enable the qualifying facility to satisfy the useful thermal output requirements under PURPA. *- Due diligence work has not yet been completed with respect to a potential post-closing adjustment to the purchase price paid by Trigen Energy Corporation for its affiliate's 49% interest in Trigen- Cinergy Solutions of Cincinnati LLC. Final accounting entries cannot be made until that due diligence work has been completed. The parties have committed to complete the due diligence process by the end of November 1997.
ITEM 5. OTHER INVESTMENTS Major Line of Energy-Related Other Investment in Last Other Investment in this Reason for Difference in Business U-9C-3 Report U-9C-3 Report Other Investment (in thousands) Energy-related business category "v" 6,172 - Investment in energy-related Energy-related business category "vi" 10,215 - businesses prior to the Energy-related business category "vii" 15,215 - effective date of Rule 58, Energy-related business category "viii" 552 - March 24, 1997.
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Filed pursuant to Rule 104(b) on a confidential basis. (b) Exhibits None SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, Cinergy Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cinergy Corp.__________ Registrant Dated: November 26, 1997 By ________ John P. Steffen Duly Authorized Officer and Chief Accounting Officer With the above signature, I also hereby certify that the corresponding report on Form U-9C-3 for the second quarter of 1997 was filed with Cinergy Corp's interested state commissions whose names and addresses are listed below. The Public Utilities Commission of Ohio Craig Glazer, Chairman 180 East Broad Street Columbus, OH 43266 Indiana Utility Regulatory Commission William D. McCarty, Chairman 302 W. Washington Street, Suite E306 Indianapolis, IN 46204 Kentucky Public Service Commission B. J. Helton, Chairman P.O. Box 615 Frankfort, KY 40602 -----END PRIVACY-ENHANCED MESSAGE-----